SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) June 25, 1999
GALAXY ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-25055 88-0315212
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
754 East Technology Avenue, Orem, Utah 84097
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 227-0004
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Item 2. Acquisition or Disposition of Assets
On June 25, 1999, IMI, Inc., a wholly-owned subsidiary of Galaxy
Enterprises, Inc. ("Galaxy") acquired substantially all of the assets of
Impact Media, L.L.C., a Utah limited liability company ("Impact Media")
engaged in the design, manufacture and marketing of multimedia brochure kits,
shaped compact discs and similar products and services intended to facilitate
conducting business over the Internet. The assets acquired include, among
other things, equipment, inventory and finished goods, intellectual property,
computer programs and cash and accounts receivable, the primary use of which
relates to the design, manufacture and marketing of Impact Media's products
and services. It is the present intent of Galaxy to continue to devote the
assets to such purposes.
Galaxy will account for this acquisition under the purchase method of
accounting. Galaxy, through IMI, and Impact Media established by negotiation a
purchase consideration for the acquired assets of 250,000 previously
authorized but unissued shares of Galaxy's common stock, subject to certain
adjustments (the "Shares") plus the obligation to discharge approximately
$186,140 in debt. Galaxy has placed the Shares into an escrow account
established with Jay Poelman, an affiliate of Galaxy, and the Shares, or
appropriate portion thereof, shall be distributed to Impact Media pursuant to
the terms of an earn-out agreement during the annual periods ending on May 31,
2000, and May 31, 2001. A copy of the purchase agreement and earn-out
agreement are attached below.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. The financial
statements of Impact Media are not being included within this report, but will
be filed as an amendment to this report within sixty days of the date hereof.
(b) Pro Forma Financial Information. The pro forma financial
information of Impact Media is not being included within this report, but will
be filed as amendment to this report within sixty days of the date hereof.
(c) Exhibits. The following documents are being filed as exhibits to
this report:
Exhibit 2.1 Asset Purchase Agreement, dated as of May 31, 1999, by and
between Impact Media, L.L.C. and IMI, Inc.
Exhibit 2.2 Earn-Out Agreement, dated as of May 31, 1999, by and among
Impact Media, L.L.C., IMI, Inc. and Jay Poelman.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GALAXY ENTERPRISES, INC.
(registrant)
July 9, 1999 BY: /s/ John J. Poelman
(Date) ----------------------------
JOHN J. POELMAN,
CHIEF EXECUTIVE OFFICER